**Exhibit 10.1**

**[***]. Confidential Treatment Requested — Certain information in this exhibit has beenomitted and filed separately with the Commission.  Confidential treatmenthas been requested with respect to the omitted portions.**

AMENDED AND RESTATED RECEIVABLESPURCHASE AGREEMENT

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT(as it may be amended, restated, modified or supplemented from time to time,the “Agreement”) is made as of March 30, 2007, between UTSTARCOMPERSONAL COMMUNICATIONS LLC, a Delaware limited liability company (“Seller”)and CITIBANK, N.A., a national banking association (“Buyer”), as anamendment and restatement of the Committed Receivables Purchase Agreement datedas of August 1, 2005 (as amended by Amendment of Committed Receivables PurchaseAgreement dated June 29, 2006, the “Original Agreement”).

RECITALS

The Buyer and Seller are parties to the OriginalAgreement pursuant to which, subject to the terms and conditions set forththerein, the Seller agreed to sell certain Receivables to the Buyer.

The Buyer and Seller wish to amend and restate theOriginal Agreement in its entirety to reflect, among other things, that eachpurchase of Receivables hereunder by the Buyer shall be at the Buyer’s solediscretion.  Terms not otherwise definedherein shall have the meanings set forth on Exhibit A.

Accordingly, the parties hereto agree that theOriginal Agreement is hereby amended and restated in its entirety to read asfollows:

1.             Sale and Purchase.

(a)           Sale. Seller from time to time during the period commencing on the date hereofand terminating on the Purchase Termination Date may submit to Buyer a request(a “Request”) that Buyer purchase from Seller the Proposed Receivablesdescribed in such  Request.  Buyer, in its sole discretion, may elect toaccept or reject a Request.  If Buyeraccepts a Request, then subject to satisfaction of the conditions precedent setforth in subsection 1(b), Buyer shall purchase, and Seller shall sell, all ofSeller’s right, title and interest (but none of Seller’s obligations) withrespect to such Proposed Receivables as of the Purchase Date (all such ProposedReceivables, once purchased and sold hereunder, collectively the “PurchasedReceivables”).  Under nocircumstances shall Buyer purchase Proposed Receivables to the extent that suchpurchase would result in the Outstanding Purchase Price exceeding the PurchaseCommitment.

(b)           Conditions Precedent.  Assuming that it is willing to accept aRequest, Buyer shall not be obligated to purchase Eligible Receivablesdescribed in such Request unless (x) 

----

on the initial PurchaseDate, the conditions precedent listed in Sections 1 and 2 of Exhibit B havebeen fulfilled, and (y) on each Purchase Date (including the initial PurchaseDate), the following conditions precedent have been fulfilled, in each case, inform and substance satisfactory to Buyer:

i.              Buyer has received a Request insubstantially the form of Schedule I attached hereto with respect to theProposed Receivables, together with such additional supporting documentationthat Buyer may have reasonably requested;

ii.             Seller’s representations,warranties and covenants herein are true and accurate in all material respectson such Purchase Date, including with respect to the Proposed Receivables; and

iii.            No Event of Repurchase exists onsuch Purchase Date, unless Seller has repurchased and paid the full purchaseprice for the affected Purchased Receivables pursuant to the terms of Section 5or such repurchase is being effectuated on such Proposed Date by payment incash or by setoff by Buyer against the Purchase Price for the ProposedReceivables.

(c)           Purchase Price.  Buyer shall pay the Purchase Price forPurchased Receivables purchased on any Purchase Date, denominated in U.S.dollars, to Seller’s Account in immediately available funds on such PurchaseDate.

(d)           Security Interest.  Effective as of the date hereof, Seller hasgranted (and Seller hereby does grant) (in addition to and not in substitutionof the grant under Section 5(e) below) to Buyer a first priority securityinterest in and to any and all present and future Subject Receivables and theproceeds thereof to secure the repayment of all amounts paid to Sellerhereunder with accrued interest thereon, and this Agreement is deemed to be asecurity agreement.  With respect to suchgrant of a security interest, Buyer may at its option exercise from time totime any and all rights and remedies available to it hereunder, under the UCCor otherwise.  Seller agrees that fiveBusiness Days shall be reasonable prior notice to Seller of the date of anypublic or private sale or other disposition of all or any of the Receivables.

(e)           Omitted.

(f)            True Sale; No Recourse.  Except as otherwise provided in Section 5,each purchase of the Purchased Receivables is made without recourse to Sellerand Seller shall have no liability to Buyer for any Account Debtor's failure topay any Purchased Receivable when it is due and payable under the termsapplicable thereto.  Buyer agrees that itshall be responsible for the non-payment of any Purchased Receivable tothe extent it is the result of an Insolvency Event of an Account Debtor, suchassumption of credit risk (with respect to the Outstanding Purchase Pricerelating thereto only) being effective as of the Purchase Date for suchPurchased Receivables.  Buyer and Sellerhave structured the transactions contemplated by this Agreement as a sale andBuyer and Seller each agree to treat each such transaction as a sale for allpurposes, including, without limitation, in their respective books, records,computer files, tax returns (federal, state and local), regulatory andgovernmental filings (and shall reflect such sale in their respective financial

2

----

statements).  Seller will advise all persons inquiringabout the ownership of the Receivables that all such Purchased Receivables havebeen sold to Buyer.  In the event that,contrary to the mutual intent of the parties, any purchase of such PurchasedReceivables is not characterized as a sale, Seller shall, effective as of thedate hereof, be deemed to have granted to Buyer the security interest grantedin Section 1(d) above.

2.             Seller Representations andWarranties.  Seller represents andwarrants to Buyer on each Purchase Date that the representations and warrantiesset forth on Exhibit C are true and correct.

3.             Seller Covenants.  Seller agrees to perform the covenants setforth on Exhibit D.

4.             Collection Activities.

(a)           Buyer appoints Seller as its servicerand agent for the administration and servicing of all Purchased Receivablessold to Buyer hereunder, and Seller hereby accepts such appointment and agreesto perform all necessary and appropriate commercial collection activities withthe same care and policies as are applied to its own receivables in arrangingthe timely payment of amounts due and owing by any Account Debtor all inaccordance with applicable laws, rules and regulations, with reasonable careand diligence, including, without limitation, diligently and faithfullyperforming all servicing and collection actions (including, if necessary,acting as party of record in foreign jurisdictions); *provided*, *however*,that such appointment shall not release Seller from any of its duties,responsibilities, liabilities and obligations resulting from or arisinghereunder.  Buyer may replace Seller asits servicer pursuant to clause (f) below. In connection with its servicing obligations, Seller will perform itsobligations and exercise its rights under contracts related to the PurchasedReceivables with the same care and applying the same policies as it wouldexercise and apply if it owned the Purchased Receivables and shall act in thebest interest of Buyer to maximize Collections and *provided, further* that following an Insolvency Event of anAccount Debtor of Receivables purchased hereunder (or any other event thatBuyer may assume the risk thereof in writing from time to time after the datehereof), Buyer shall be fully responsible for all costs and expenses incurredby Seller in connection herewith, which costs and expenses shall not beadjusted or setoff against Collections in any manner.

(b)           Seller will, on or prior to theinitial Purchase Date, establish in its own name, the Collection Account.  Seller covenants and agrees (i) to send anotice to each Account Debtor substantially in the form attached hereto asExhibit E instructing each Account Debtor to pay all amounts owing under theReceivables to the Collection Account, (ii) not to change such paymentinstructions while any Purchased Receivables remain outstanding, and (iii) totake any and all other reasonable actions, including actions requested byBuyer, to ensure that all amounts owing under the Receivables will be depositedexclusively to the Collection Account.

(c)           If Seller receives a misdirectedpayment of a Receivable from any Account Debtor, Seller will immediately notifyBuyer and immediately (and in any event within two 

3

----

Business Days of receiptthereof) remit the funds to the Collection Account.  Until remitted, Seller will hold such fundsin trust as Buyer’s exclusive property and safeguard such funds for the benefitof Buyer.

(d)           Seller, as servicer, shall beresponsible for identifying, matching and reconciling any payments received inthe Collection Account with the Receivable associated with such payment. If anypayment is received in the Collection Account other than payments on theReceivables, such funds will immediately be forwarded to Seller, subject toreceipt of evidence of payments details documenting that the payment is fortransactions other than the Receivables and that no event under Section 5exists. If any payment is received from an Account Debtor, and such payment isnot identified or misidentified by such Account Debtor as relating to aparticular Receivable and cannot otherwise be reasonably identified (e.g. byinvoice amount) as relating to a particular Receivable or if Buyer determinesthat the reconciliation is otherwise defective within five Business Days ofreceipt thereof or Seller defaults in its obligations as servicer as set forthunder this Section 4, such payment shall be applied first to the unpaidPurchased Receivables of such Account Debtor in chronological order (beginningwith the oldest unpaid Purchased Receivable), and then to Receivables whichhave not been purchased hereunder, also in chronological order.

(e)           Based on the reconciliationinformation  provided to Buyer by Selleras servicer prior to 11am Pacific time under clause (d) above and otherinformation available to Buyer, (1) Buyer will remit to Seller’s Account the sameday, if the reconciliation is in order, (i) Collections on account ofReceivables not purchased hereunder and (ii) all other collections received inthe Collection Account and not relating to the Receivables, and (2) Buyer willretain for its own account from Collections on account of Purchased Receivablesan amount up to the Discount of such Purchased Receivables and any amounts thenowing to Buyer.

(f)            If Seller defaults in itsobligations as servicer as set forth under this Section 4, Buyer may at anytime thereafter (and shall, without requirement of notice to Seller or anyother Person, upon a Material Adverse Change or an Insolvency Event of Selleror Parent) replace Seller as servicer (which replacement may be effectuatedthrough the outplacement to a Person of all back office duties, includingbilling, collection and processing responsibilities, and access to allpersonnel, hardware and software utilized in connection with suchresponsibilities).

5.             Repurchase Events; Indemnitiesand Set-Off.

(a)           If any of the following events (“Eventsof Repurchase”) occurs and is continuing:

i.              any representation or warranty bySeller hereunder with respect to any of the Purchased Receivables is incorrectwhen made or deemed made and shall have an adverse effect on the ability tocollect the Net Invoice Amount of such Purchased Receivables; or

ii.             If,

4

----

(1)           Sellerfails to perform or observe any other term, covenant or agreement with respectto any of the Purchased Receivables and such failure shall have an adverse effecton the collectibility of the Net Invoice Amount of any Purchased Receivable;

(2)           Sellerinstructs an Account Debtor to pay to an account other than the CollectionAccount or if an Account Debtor makes repeated misdirected payments to Seller;

(3)           An AccountDebtor asserts a Dispute with respect to any Purchased Receivable, or

(4)           Buyerdoes not receive all amounts owing with respect to a Purchased Receivablewithin 45 days of the Due Date thereof for any other reason, unless such non-paymentwith respect to Receivables purchased hereunder is the result of an InsolvencyEvent of an Account Debtor,

then, Seller shall, at the time, in the manner and otherwise ashereinafter set forth, repurchase and pay for the affected part (or, if suchmisrepresentation, Dispute or failure to perform relates to more than 20% ofsuch affected Purchased Receivables then outstanding, then, at Buyer’sdiscretion, all) of such Purchased Receivables then outstanding affected bysuch Event of Repurchase at Buyer’s option and demand.  The repurchase price for a PurchasedReceivable shall be the amount equal to the Outstanding Purchase Amountrelating thereto and shall be paid to the Collection Account in immediatelyavailable funds.  Any repurchase of aPurchased Receivable hereunder shall be without recourse to or warranty byBuyer.  Seller agrees that Buyer may setoff against any unpaid obligation of Seller under this Section, as provided insubsection (d) below.  Amounts duehereunder shall accrue interest at the Refundable Discount Margin.

(b)           Seller hereby agrees to indemnifyBuyer (together with its officers, directors, agents, representatives,shareholders, counsel, employees and lenders, each, an “Indemnified Party”)from and against any and all claims, losses and liabilities (including, withoutlimitation, reasonable attorneys’ fees) (all of the foregoing beingcollectively referred to as “Indemnified Amounts”) arising out of orresulting from any of the following: (i) the sale to Buyer of any Receivablewhich purports to be a Purchased Receivable as to which the representations andwarranties made herein are not true and correct on the Purchase Date therefor;(ii) any other representation or warranty made or deemed made by Seller (or anyof its officers) under or in connection with this Agreement which shall havebeen incorrect in any material respect when made; (iii) the failure by Selleror any Purchased Receivable to comply with any applicable law, rule orregulation; (iv) the failure to vest in Buyer a perfected security interest ineach Purchased Receivable and the proceeds and Collections in respect thereof,free and clear of any liens or encumbrances of any kind or nature whatsoever;(v) any Dispute or any other claim resulting from the services or merchandiserelated to such Purchased Receivable or the furnishing or failure to furnishsuch services or merchandise or relating to collection activities with respectto such 

5

----

Purchased Receivable; *provided, however,* this clause (v)shall not be deemed to include any failure to pay arising out of any InsolvencyEvent of an Account Debtor, or (vi) the commingling by Seller of Collections atany time with other funds of Seller or any other Person; *provided, however,* that in all eventsthere shall be excluded from the foregoing indemnification any claims, lossesor liabilities resulting solely from the gross negligence or willful misconductof an Indemnified Party or as the result of an Insolvency Event of an AccountDebtor.  Amounts due hereunder shallaccrue interest at the Refundable Discount Margin.

(c)           Tax Indemnification.  Seller shall pay, and indemnify and holdBuyer harmless from and against, any taxes that may at any time be asserted inrespect of the purchase transactions hereunder (including any sales,occupational, excise, personal property, privilege or license taxes, or anywithholdings, but not including taxes imposed upon Buyer with respect to itsoverall net income) and costs, expenses and reasonable counsel fees indefending against the same, whether arising by reason of the acts to beperformed by Seller hereunder or otherwise.

(d)           Set-Off.  Seller further agrees that, if Seller failsto pay any amounts due under this Section 5 within three (3) Business Daysafter receipt of notice from Buyer of the occurrence of an Event of Repurchase,Seller hereby irrevocably instructs Buyer to set-off such amount against thePurchase Price of any Proposed Receivables to be purchased on or after suchdate or against any Collections.  Buyermay also set-off for unpaid amounts under this Section 5 against any otherfunds of Seller held by Buyer.  Nonotification, act or consent of any nature whatsoever is required prior to theright of Buyer to exercise such right of set-off.

(e)           Collateral Security.  As collateral security for Seller’s existingand future payment obligations and obligations to repurchase and pay forPurchased Receivables as set forth in clause (a) above and indemnificationobligations set forth in clauses (b) and (c) above, Seller hereby grants toBuyer a first priority lien on and security interest in, and the right ofset-off against (1) the Collection Account, (2) all of the Receivables now orhereafter owned or held by Seller that were purported to have constitutedPurchased Receivables but have been deemed for any reason to not constitutePurchased Receivables by a court of competent jurisdiction, and (3) allproceeds of the foregoing.

(f)            UCC.  The rights granted to Buyer hereunder are inaddition to all other rights and remedies afforded to Buyer as a secured partyunder the UCC.

6.             Notices.  Unless otherwise provided herein, allcommunications by Seller or Buyer or any other agreement entered into inconnection herewith shall be in writing and (except for financial statementsand other informational documents which may be sent by first-class mail,postage prepaid, or by email) shall be personally delivered or sent by arecognized overnight delivery service, certified mail, postage prepaid, returnreceipt requested, or by telecopier (with confirmed receipt) to Seller orBuyer, as the case may be, at its address set forth below:

6

----

 
| If to Seller: | UTStarcom, Inc.                        |   |
|---------------|----------------------------------------|--------|
|          | 1275 Harbor Bay Parkway                |   |
|          | Alameda, CA 94502                      |   |
|          | Fax: (510) 864-8802                    |   |
|          | email: ksanfelipe@utstar.com           |   |
|          | cc email: candace.hsu@utstar.com       |   |
|          | Attention: Keith San Felipe, Treasurer |   |
|          |                                   |   |
| If to Buyer:  | Citibank, N.A.                         |   |
|          | 388 Greenwich  Street, 25th Floor      |   |
|          | New York, NY  10013                    |   |
|          | Fax: (212)  816-6290                   |   |
|          | email:  Erik.Wanberg@citigroup.com     |   |
|          | Attention: Erik  Wanberg               |   |

 

Any Request, and any supporting documentation inconnection herewith or therewith, such as copies of invoices, may be sent bySeller by fax or as a PDF file attachment to an email, and Buyer and Seller mayotherwise communicate by email or fax. Seller agrees that Buyer may presume the authenticity, genuineness,accuracy, completeness and due execution of any email or fax communicationbearing a facsimile or scanned signature resembling a signature of anauthorized Person of Seller without further verification or inquiry by Buyer.  Notwithstanding the foregoing, Buyer in itssole discretion may elect not to act or rely upon such a communication andshall be entitled (but not obligated) to make inquiries or require furtherSeller action to authenticate any such communication.

A Person may change the address at which it is toreceive notices hereunder by written notice in the foregoing manner given tothe other.

7.             Survival.  All covenants, representations and warrantiesmade herein shall continue in full force and effect so long as any PurchasedReceivables remain outstanding.  Seller’sobligations to indemnify Buyer with respect to the expenses, damages, losses,costs and liabilities shall survive until all applicable statute of limitationsperiods with respect to actions that may be brought against Buyer have run.

8.             Expenses.  Seller shall reimburse Buyer for allreasonable costs (including reasonable attorneys’ fees and expenses) Buyerincurs in connection with the preparation and negotiation of this Agreement andfor the enforcement of its rights or indemnities hereunder.

9.             General Provisions.

This Agreement shall be governed by the laws of theState of New York, without giving effect to conflicts of law principles.  Each of the parties hereto irrevocably andunconditionally submits, for itself and its property, to the nonexclusivejurisdiction of any New York State court or federal court of the United Statessitting in the Borough of Manhattan, New York City, and any appellate courtfrom any thereof, in any action or proceeding arising out of or relating tothis Agreement, or for recognition or enforcement of any judgment, and each ofthe parties hereto 

7

----

hereby irrevocably and unconditionally agrees that all claims inrespect of any such action or proceeding may be heard and determined in anysuch New York State court or, to the extent permitted by law, in such federalcourt.  A final judgment in any suchaction or proceeding shall be conclusive and may be enforced in otherjurisdictions by suit on the judgment or in any other manner provided bylaw.  Each of the parties heretoirrevocably and unconditionally waives, to the fullest extent it may legallyand effectively do so, any objection that it may now or hereafter have to thelaying of venue of any suit, action or proceeding arising out of or relating tothis Agreement in any New York State or federal court located in the Borough ofManhattan.  Each of the parties heretohereby irrevocably waives, to the fullest extent permitted by law, the defenseof inconvenient forum to the maintenance of such action or proceeding in anysuch court.

This Agreement represents the final agreement of theparties with respect to the subject matter hereof and supersedes all prior andcontemporaneous understandings and agreements with respect to such subjectmatter.  No provision of this Agreementmay be amended or waived except by a writing signed by the parties hereto.  This Agreement shall bind and inure to thebenefit of the respective successors and permitted assigns of each of theparties; provided, however, that Seller may not assign any of itsrights hereunder without Buyer’s prior written consent, given in its solediscretion.

Buyer shall have the right to sell, transfer, assign,negotiate, or grant participations in all or any part of, or any interest in,Buyer’s rights, obligations and benefits hereunder; provided, that Buyershall provide Seller at least 30 days’ notice prior to any sale, transfer orassignment of Buyer’s obligations under this Agreement, such  sale, transfer or assignment shall be only toan Eligible Assignee and shall be subject to the prior consent of Seller, suchconsent to be provided in a timely fashion and not unreasonably withheld; and provided,further, that an assignment by Buyer to an Affiliate of Buyer shall notbe subject to such prior notice and consent provisions. Subject to the noticeand consent provisions set forth above, from and after the effective date ofany sale, transfer or assignment, the assignee thereunder shall be a party tothis Agreement and, to the extent of the interest assigned thereunder, shallhave the rights, duties and obligations of a Buyer under this Agreement, thePerformance Undertaking and related documents, and the assigning Buyerthereunder, to the extent of the interest so assigned, shall be released fromits obligations under this Agreement and the other documents relating hereto.

Each provision of this Agreement shall be severablefrom every other provision hereof for the purpose of determining the legalenforceability of any specific provision. This Agreement may be executed in any number of counterparts and bydifferent parties on separate counterparts, each of which, when executed anddelivered, shall be deemed to be an original, and all of which, when takentogether, shall constitute but one and the same agreement.

BUYER AND SELLER IRREVOCABLY WAIVE ANY RIGHT THATEITHER MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON ORARISING OUT OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACTCLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW ORSTATUTORY CLAIMS.

8

----

10.           Acknowledgement.  The Buyer and Seller acknowledge and agreethat the amendment and restatement of the Original Agreement on the terms andconditions set forth herein shall not in any way affect any undertakings orsecurity interest grants effected pursuant to the Original Agreement or anyrepresentations, warranties or covenants made by the Seller with respect tosuch undertakings  or security interestgrants or any rights or remedies of the Buyer with respect thereto.  The Sellerhereby confirms all undertakings and security interest grants effected pursuantto the Original Agreement.

9

----

IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be executed as of the date first above written.
|        | UTSTARCOM PERSONAL COMMUNICATIONS LLC,   Seller |
|--------|-------------------------------------------------|
|   |                                            |
|   | By:                                             | Keith San Felipe |
|   | Title:                                          | Treasurer |
|   |                                            |   |
|   | CITIBANK, N.A., Buyer                           |   |
|   |                                            |   |
|   | By:                                             | Katharine C. Baragona |
|   | Title:                                          | Director, Global Trade North America |
|        |                                                 |  |  |

 

10

----

SCHEDULE I

**Form ofRequest**

[date]

Citibank, N.A.388 Greenwich Street, 25th FloorNew York, NY 10013

Reference is hereby made to that certain Amended andRestated Receivables Purchase Agreement, dated as of March 30, 2007, betweenUTSTARCOM PERSONAL COMMUNICATIONS LLC (“Seller”) and CITIBANK, N.A. (“Buyer”)(as it may be amended, restated, modified or supplemented from time to time,the “Agreement”; terms not otherwise defined herein shall have themeanings set forth in the Agreement), which amended and restated the CommittedReceivables Purchase Agreement dated as of August 1, 2005 (as amended byAmendment of Committed Receivables Purchase Agreement dated June 29, 2006).

Pursuant to the terms of the Agreement, Seller herebyrequests that Buyer purchase from Seller the Proposed Receivables listed on theExhibit attached hereto with an aggregate Purchase Price of $________.

Seller represents and warrants that as of the datehereof, assuming the purchase of the Proposed Receivables pursuant to terms ofthe Agreement:

1.             Following the purchase of theProposed Receivables set forth in this Request, the Outstanding Purchase Pricedoes not exceed $100,000,000;

2.             Seller’s representations,warranties and covenants set forth in the Agreement are true and accurate in allmaterial respects;

3.             The conditions precedent forpurchases listed in [Sections 1 and 2 of Exhibit B to the Agreement and ][priortext is for use with respect to the initial Purchase Date][Section 1(b)(y) ofthe Agreement have been fulfilled in full].

4.             No Event of Repurchase exists onsuch Purchase Date except for repurchases being effectuated on the date hereofby setoff by Buyer against the Purchase Price for the Proposed Receivables; and

5.             There has not been any MaterialAdverse Change in Seller or Account Debtor since the immediately precedingPurchase Date under the Agreement.

6.             There has not been any Dispute withany Account Debtor of any Proposed Receivable or Purchased Receivable since thedate of the last purchase under the Agreement that has not been disclosed toBuyer (and for which Buyer may establish a reserve, at its discretion, in anamount not exceeding the amount asserted in connection with such Dispute).

1

----

Upon acceptance byBuyer of this Request and payment of the Purchase Price, Buyer herebypurchases, and Seller hereby sells, all of Seller’s right, title and interest(but none of Seller’s obligations) with respect to the Proposed Receivables onthe attached Exhibit as of the date hereof, and the Proposed Receivables shallbecome Purchased Receivables in the manner set forth in the Agreement.
|                                   |   |        | UTSTARCOM PERSONAL COMMUNICATIONS LLC |
|-----------------------------------|--------|--------|---------------------------------------|
|                              |   |   |                                  |   |
|                              |   |   | By:                                   |   |
|                              |   |   | Title:                                |   |
|                              |   |   |                                  |   |
| REQUEST ACCEPTED:  CITIBANK, N.A. |   |   |                                  |   |
| By:                               |   |   |                                  |   |
| Title:                            |   |   |                                  |   |
|                                   |        |        |                                       |  |  |  |

2

----

EXHIBIT TO REQUEST

List of Accounts ReceivableProposed for Sale as of ___________, 200__

 

|          |   |                           |   |             |   |            |   |            |   |     |
|----------|--------|--------------------------------|--------|------------------|--------|-----------------|--------|-----------------|--------|----------|
| Customer |   | Invoice/Purchase  Order Number |   | Invoice   Amount |   | Shipment   Date |   | Customer P.O. # |   | Due Date |
|     |   |                           |   |             |   |            |   |            |   |     |
|     |   |                           |   |             |   |            |   |            |   |     |

 
| **CALCULATION OF PURCHASE PRICE FOR THE PROPOSED  RECEIVABLES**                                                                                                                                                                 | ** ** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|
| Net Invoice  Amount:                                                                                                                                                                                                            | $          |       |
| *multiplied by* Adjustment Percentage                                                                                                                                                                                           | 95%        |       |
| * *                                                                                                                                                                                                                        |       |       |
| Adjusted Invoice  Amount                                                                                                                                                                                                        | $          |       |
| Less: Discount                                                                                                                                                                                                                  |       |       |
|                           $                                                                   |       |       |
| **Purchase  Price**                                                                                                                                                                                                             | ** ** | ** ** |
|                           $                                                                   | ** ** | ** ** |
| ** **                                                                                                                                                                                                                      | ** ** | ** ** |
| **CALCULATION  OF MAXIMUM AMOUNT**                                                                                                                                                                                              | ** ** | ** ** |
| Outstanding  Purchase Price (without Proposed Receivables):                                                                                                                                                                     |       |       |
|                           $                                                                   |       |       |
| Purchase Price  for Proposed Receivables:                                                                                                                                                                                       | $          |       |
| **Total  Outstanding Purchase Price**(not to exceed $100,000,000):                          $ |       |       |

 

3

----

Schedule IIAccount Debtors

 
| **Account Debtor** | ** ** | **Facility Sub-Limits** |
|--------------------|------------|-------------------------|
| [***]              |       | [***]                   |
| [***]              |       | [***]                   |
| [***]              |       | [***]                   |
| [***]              |       | [***]                   |

 

Note:  No Account Debtors may be added to thisSchedule II until the UCC-1 Financing Statement naming Buyer as debtor andSeller as secured party has been amended to refer to such new Account Debtor.

 

1

----

Exhibit ACertain Defined Terms

As used herein, the following terms shall have thefollowing meanings:

“Account Debtor”:  The account debtors listed on Schedule IIhereto, as such Schedule may be modified or supplemented from time to time, asapproved by Buyer in writing in its sole and absolute discretion in good faith,exercised in a commercially reasonable manner and based solely on thecreditworthiness of the subject Account Debtor; in furtherance of theforegoing, Buyer shall exclude from Schedule II with respect to futurepurchases an account debtor who is subject to an Insolvency Event, and mayelect to exclude any account debtor from Schedule II with respect to futurepurchases, the Purchased Receivables of whom (i) have been subject tomaterial repurchases under Section 5 of this Agreement, (ii) have been subjectto material and ongoing Disputes, or (iii) are 45 days or more past due.  Buyer may also from time to time specifymaximum Outstanding Purchase Price limits for certain Account Debtors in goodfaith, exercised in a commercially reasonable manner and based solely on thecreditworthiness of the subject Account Debtor.

“Adjusted Invoice Amount”:  For Purchased Receivables on any PurchaseDate, the aggregate Net Invoice Amount of such Purchased Receivables multipliedby the Adjustment Percentage as of such date.

“Adjustment Percentage”:  The Adjustment Percentage with respect to theamount paid by Buyer for the Purchased Receivables on a Purchase Date shall bethe percentage mutually agreed upon by Buyer and Seller with respect to suchPurchase Date, which as of the date hereof shall be 95%.

“Affiliate”: As to any Person, any other Person that, directly or indirectly, is incontrol of, is controlled by or is under common control with such Person or isa director or officer of such Person. For the purposes of this definition, “control”, when used with respectto any specified Person, means the power to direct the management and policiesof such Person, directly or indirectly, whether through the ownership of votingsecurities, by contract or otherwise.

“Agreement”: This Purchase Agreement, as it may be amended, modified or supplementedfrom time to time in accordance with the terms hereof.

“Business Day”: Any day that is not a Saturday, Sunday or other day on which banks inNew York City are required or permitted to close.

“Buyer”: The meaning set forth in the preamble.

“Change of Control”:  With respect to any Person, means any of thefollowing:  following:  (a) the sale, lease or transfer of all orsubstantially all of the assets of such Person or group (as such term isdefined in Section 13(d)(3) of the Securities Exchange Act of 1934, asamended); (b) the liquidation or dissolution of (or the adoption of a planof liquidation by) such Person; or (c) the acquisition by any Person orgroup (as such term is defined in Section 13(d)(3) of the SecuritiesExchange Act of 1934, as amended) of more than 20% of the voting stock of suchPerson by way of merger or consolidation or otherwise.

1

----

“Collection Account”:  Account #[***] at Citibank, N.A., New York,New York, ABA #[***].

“Collection Date”: With respect to anyPurchased Receivables, the date of receipt into the Collection Account ofCollections relating to such Purchased Receivables.  In the event that Collections relating to anyPurchased Receivable are deposited into the Collection Account on more than oneday, “Collection Date” shall be the date as of which all outstanding amountsrelating to such Purchased Receivables have been deposited in or transferred tothe Collection Account.

“Collections”: With respect to any Receivable, all cash collections, checks (oravailability of good funds), wire transfers, electronic funds transfers andother cash proceeds of such Receivable, deposited in or transferred, or to bedeposited or transferred, to the Collection Account, including, withoutlimitation, all cash proceeds thereof.

“Control Agreement”:  The Deposit Account Control Agreement, datedthe date hereof, among Buyer, Seller, and Citibank, N.A. in its capacity asdepository institution, as such agreement may be amended, modified orsupplemented from time to time by agreement of such parties.

“Discount”: For any Purchase Receivable, anamount equal to:
|        |     | DM  x (AIA x  Tenor/360) |   |                                                                                                                           |   |   |
|--------|----------|-------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |     |                          |   |                                                                                                                           |   |   |
|   | in which |                          |   |                                                                                                                           |   |   |   |   |
|   |     |                          |   |                                                                                                                           |   |   |   |   |
|   |     | DM                            | -      | Discount Margin                                                                                                                |
|   |     | AIA                           | -      | Adjusted Invoice Amount  of such Purchased Receivable                                                                          |
|   |     | Tenor                         | -      | number of days from the  Purchase Date of such Purchased Receivable to 45 days past the Due Date of  such Purchased Receivable |
|        |          |                               |        |                                                                                                                                |        |        |  |  |  |  |  |

 

“Discount Margin”:   The discount cost applied by Buyer toPurchased Receivables purchased on a Purchase Date, equal to (a) for anyapproved Account Debtor set forth in Schedule II herein as of the date hereof,(i) [***] per annum if the payment cycle is less than 75 days or (ii) [***] ifthe payment cycle is 75 days or more, calculated on the basis of  the Adjusted Invoice Amount of such PurchasedReceivables for the number of days between the date of discounting and 45 dayspast the Due Date and (b) for any other Account Debtor, as mutually agreed byBuyer and Seller.

“Dispute”: Any dispute, discount, deduction, claim, offset, defense or counterclaimof any kind relating to the Purchased Receivables (other than a discount oradjustment granted with Buyer’s written approval), regardless of whether thesame (i) is in an amount greater than, equal to or less than the PurchasedReceivables concerned, (ii) is bona fide or not, or (iii) arises by reason ofan act of God, civil strife, war, currency restrictions, foreign politicalrestrictions or regulations or any other circumstance beyond the control ofSeller or related Account Debtor.  In theabsence of an Insolvency Event of an Account Debtor, any Purchased Receivables45 days past due or more are deemed to have a Dispute and be subject to Section5 herein; *provided that*thefailure to make 

2

----

payment of a Purchased Receivable as a result of an Insolvency Event ofan Account Debtor of Receivables purchased hereunder shall not be deemed a “Dispute”hereunder.

“Due Date”: With respect to any Purchased Receivable, the last day that is set forthfor timely payment in the invoice provided to the related Account Debtor.

“Eligible Assignee”:  A nationally recognized bank or financialinstitution that is experienced in receivables purchase transactions andpossesses the financial ability to perform as a Buyer under this Agreement;

“Eligible Receivables”:  Receivables generated by Seller in theordinary course of its business from the sale of telecommunication equipment toan Account Debtor.

“Employee Benefit Plan”:  any employee benefit plan within the meaningof §3(3) of ERISA maintained by Seller or any ERISA Affiliate, or with respectto which any of them have any liability.

“ERISA”: the Employee Retirement Income Security Act of 194, as amended.

“ERISA Affiliate”:  any entity which is under common control withSeller within the meaning of ERISA or which is treated as a single employerwith Seller under the Internal Revenue Code of 1986, as amended.

“Events of Repurchase”:  The meaning set forth in Section 5(a).

“GAAP”: generally accepted accounting principles in the United States ofAmerica, applied on a consistent basis as set forth in Opinions of theAccounting Principles Board of the American Institute of Certified PublicAccountants and/or in statements of the Financial Accounting Standards Boardand/or the rules and regulations of the SEC and/or their respective successorsand which are applied in the circumstances as of the date in question.

“Indemnified Amounts”: The meaning set forth in Section 5(b).

“Indemnified Party”:  The meaning set forth in Section 5(b).

“Insolvency Event”:  With respect to any Person, such Person shallgenerally not pay its debts as such debts become due, or shall admit in writingits inability to pay its debts generally, or shall make a general assignmentfor the benefit of creditors; or any proceeding shall be instituted by oragainst such Person seeking to adjudicate it a bankrupt or insolvent, orseeking liquidation, winding up, reorganization, arrangement, adjustment,protection, relief, or composition of it or its debts under any law relating tobankruptcy, insolvency or reorganization or relief of debtors, or seeking theentry of an order for relief or the appointment of a receiver, trustee,custodian or other similar official for it or for any substantial part of itsproperty and, in the case of any such proceeding instituted against it (but notinstituted by it), either such proceeding shall remain undismissed or unstayedfor a period of 30 days, or any of the actions sought in such proceeding(including, without limitation, the entry of an order for relief against, orthe appointment of a receiver, trustee, custodian or other similar officialfor, it or for any substantial part of its property) shall occur; or suchPerson shall take any action to authorize any of the actions set forth above inthis definition; *provided, that*in the case of the inability of any Person to pay its debts as such debts 

3

----

become due arising by reason of currency restrictions or foreignpolitical restrictions or regulations beyond the control of Seller or suchPerson, such event shall not be deemed an “Insolvency Event” hereunder.

“LIBOR”: For any period, the LIBOR base rate quoted by Citibank N.A. and then ineffect for such period; *provided*that for any period between 1 and 30 days LIBOR shall be based on a one-monthperiod, for any period between 31 and 60 days LIBOR shall be based on atwo-month period and for any period between 61 and 90 days LIBOR shall be basedon a three-month period.

“Material Adverse Change”: (x) As to Seller orParent, an event that results or could likely result in (a) a material adversechange in (i) the business, condition (financial or otherwise), operations,relationships with any Account Debtor, performance, properties or prospects ofSeller or Parent, (ii) the ability of Seller, as servicer or otherwise, tofulfill its obligations hereunder, or of Parent to fulfill its obligations****under the Performance Undertaking, (b) theimpairment of the validity or enforceability of, or the rights, remedies orbenefits available to, Buyer under this Agreement or the PerformanceUndertaking, and (y) as to any Account Debtor, (i) a Change of Control of suchAccount Debtor, or (ii) a significant downgrade (meaning, (x) a full leveldowngrade of an “investment grade” account debtor from the level existing onthe initial purchase of Receivables relating to such Account Debtor, (y) adowngrade of an “investment grade” account debtor to a level below investmentgrade, or (z) any downgrade of  a non-“investmentgrade” account debtor) of the senior unsecured indebtedness of such AccountDebtor by a nationally recognized rating agency.

“Net Invoice Amount”:  The amount of the applicable PurchasedReceivable shown on the invoice for such Purchased Receivable as the totalamount payable by the related Account Debtor (net of any discounts, credits orother allowances shown on such invoice).

“Outstanding Purchase Amount”:  (x) The aggregate amount of all PurchasePrices paid by Buyer with respect to the Purchased Receivables, plus theDiscount Margin, *minus* (y) theaggregate amount of all collections with respect to the Purchased Receivablesdeposited into the Collection Account.

“Outstanding Purchase Price”:  (x) The aggregate amount of all PurchasePrices paid by Buyer with respect to the Purchased Receivables, *minus* (y) the aggregate amount of allcollections with respect to the Purchased Receivables deposited into theCollection Account.

“Parent”:  UTStarcom, Inc., a Delaware corporation.

“PBGC”: the Pension Benefit Guaranty Corporation or any entity succeeding to allor any of its functions under ERISA.

“Performance Undertaking”:   The undertaking executed and delivered byParent to Buyer as of August 1, 2005, as such may be amended, restated, orotherwise modified from time to time.

“Person”: An individual, partnership, corporation (including a business trust),limited liability company, joint stock company, trust, unincorporated association,joint venture or other entity, or a government or any political subdivision oragency thereof.

4

----

“Proposed Receivables”:  With respect to any Purchase Date, theEligible Receivables proposed by Seller to Buyer for purchase hereunder anddescribed in a Request to be purchased on such Purchase Date.

“Purchase Commitment”: $100,000,000.

“Purchase Date”:  Each date on which Buyer purchases EligibleReceivables.

“Purchase Price”:   With respect to any Purchased Receivables,equals (i) Adjusted Invoice Amount *minus*(ii) the Discount.

“Purchase Termination Date”:  The earlier of (x) a date 364 days from thedate of this Agreement, which shall be March 28, 2008; *provided, that* such date may be extendedfor successive 364 day terms if the Buyer and Seller agree to each suchextension in writing, and (y) a date 90 days after the date on which the Buyersends written notice of the termination of this Agreement to the Seller; *provided*, *that*the Seller may terminate this Agreement at any time upon written notice thereofto the Buyer.

“Purchased Receivables”:  The meaning set forth in Section 1(a).

“Receivables”:  All accounts, instruments, documents, contract rights, generalintangibles and chattel paper (as such terms are understood under the UCC), alltax refunds and proceeds of insurance, and all other forms of obligations owingto Seller by an Account Debtor, whether now existing or hereafter created thatrepresent bona fide obligations of an Account Debtor arising out of Seller’ssale and delivery of goods and services, together with the Related Securitywith respect thereto, and with respect to each of the foregoing, all proceedsthereof.

“Reconciliation Report”:  With respect to any Purchased Receivables, areport detailing the reconciliation of the payments collected for suchPurchased Receivables.

“Refundable Discount Margin”: With respect toany Purchased Receivables, the portion of the Discount Margin applied by Buyerfrom the Collection Date to 45 days past the Due Date.

“Related Security”: With respect to anyReceivable:

(i) all of Seller’s interest in any merchandise(including returned merchandise) relating to any sale giving rise to suchReceivable;

(ii) all security interests or liens and propertysubject thereto from time to time purporting to secure payment of suchReceivable, whether pursuant to a contract related to such Receivable orotherwise, together with all financing statements signed by the related AccountDebtor describing any collateral securing such Receivable;

(iii) all guaranties, insurance and other agreementsor arrangements of whatever character from time to time supporting or securingpayment of such Receivable whether pursuant to the contract related to suchReceivable or otherwise; and

5

----

(iv) all books, records and other information (including,without limitation. computer programs. tapes, discs, punch cards and dataprocessing software) relating to such Receivable and the related AccountDebtor.

“Request”: The meaning set forth in Section 1(a).

“SEC”: The Securities and Exchange Commission.

“Seller”: The meaning set forth in the preamble.

“Seller’s Account”:  Seller’s account at [bank/address], ABA# [                      ],Account# [                 ],or such other bank account identified in writing by Seller to Buyer from timeto time.

“Subject Receivables”:  Receivables payable by an Account Debtor, orany Account Debtor’s successors or assigns (whole and partial), subsidiaries,parents or affiliates (including any other entity directly, or indirectlythrough one or more intermediaries, controlling, controlled or under commoncontrol of such entity), which have been purchased, sold or transferred, orpurported to have been purchased, sold, or transferred by Seller to Buyer underthis Agreement.

“UCC”:  The Uniform Commercial Code in effect in the State of Delaware from timeto time.

 

6

----

Exhibit BConditions Precedent

1.             Conditions Precedent forFacility Closing

The purchase of Proposed Receivables under thisAgreement is subject to the conditions precedent that Buyer shall have receivedon, simultaneously with, or before such date the following, each (unlessotherwise indicated) dated such date, in form and substance satisfactory toBuyer:

(a)           A duly executed Agreement.

(b)           A duly executed Confirmation ofPerformance Undertaking.

(c)           A certificate issued by the Secretaryof State of the State of Delaware as to the legal existence and good standingof Seller and Parent.

(d)           Certified copies of Seller’s andParent’s articles of organization and limited liability company agreement andcertified copies of all documents evidencing necessary company action andgovernmental approvals, if any, with respect to the Agreement and theConfirmation of Performance Undertaking.

(e)           A certificate of the Secretary orAssistant Secretary of Seller and Parent certifying the names and truesignatures of the incumbent officers of such entity authorized to sign theAgreement, each Request, the Confirmation of Performance Undertaking and anyother documents to be delivered by it hereunder.

(f)            Proof of payment of all reasonableattorneys’ fees and disbursements incurred by Buyer.

2.             Conditions Precedent for InitialPurchase Date

The purchase of Proposed Receivables under theAgreement on the initial Purchase Date is subject to the conditions precedentthat Buyer shall have received on, simultaneously with, or before such date thefollowing, each (unless otherwise indicated) dated such date, in form andsubstance satisfactory to Buyer:

(a)           Proper financing statements (showingSeller as debtor/seller and Buyer as secured party/purchaser, and stating thatthe financing statements are being filed because UCC Section 9-109 does notdistinguish between a sale and a secured loan for filing purposes) to be dulyfiled on the initial Purchase Date under the UCC.

(b)           Proper financing statements (showingSeller as debtor and Buyer as secured party with respect to the grant by Sellerof a first priority security interest to Buyer as contemplated bySection 5(e) of this Agreement) to be duly filed on the initial PurchaseDate under the UCC.

1

----

(c)           Completed requests for information (UCCsearch results) dated within 20 days of the initial Purchase Date, and aschedule thereof listing all effective financing statements filed in the Stateof Delaware that name Seller as debtor, together with copies of all otherfinancing statements filed against Seller and releases of, and acknowledgmentcopies of proper termination statements (Form UCC-3) necessary toevidence the release of all security interests, ownership and other rights ofany Person previously granted by Seller in the Receivables.

(d)           (i) Favorable opinion of counsel to Seller (including, with respect to thetrue sale nature of the Agreement) and Parent in form and substancesatisfactory to Buyer and (ii) favorable opinion of in-house counsel of Sellerand Parent in form and substance satisfactory to Buyer.

(e)           Proof of payment of all reasonableattorneys’ fees and disbursements incurred by Buyer.

(f)            Evidence of establishment of theCollection Account.

(g)           A duly executed Control Agreement.

(h)           A copy of the duly executed noticefrom Seller substantially in the form attached hereto as Exhibit E instructingeach Account Debtor to deposit all payments with respect to the Receivablessolely into the Collection Account.

2

----

Exhibit CRepresentations and Warranties

(a)           Thereceivable information contained on the exhibit to each Request is a true andcorrect list of the purchase order numbers, the invoice numbers, and the unpaidamounts due in respect thereof which comprise the Purchased Receivables on suchPurchase Date.  Buyer has received trueand correct copies of all the documentation relating to each of the PurchasedReceivables.  None of the PurchasedReceivables are currently evidenced by chattel paper or instruments.  Each of the Purchased Receivables is in fullforce and effect and is the valid and binding obligation of the related AccountDebtor, enforceable in accordance with its terms, and constitutes such AccountDebtor’s legal, valid and binding obligation to pay to Seller the amount of thePurchased Receivables, subject, as to enforcement of such Account Debtor’spayment obligation, to bankruptcy, insolvency, reorganization, arrangement,moratorium and other laws of general applicability relating to or affecting creditors’rights.  Neither Seller nor the relatedAccount Debtor is in default in the performance of any of the provisions of thedocumentation applicable to its transactions included within the PurchasedReceivables.  Seller has delivered to therelated Account Debtor all property or performed all services required to be sodelivered or performed by the terms of the documentation giving rise to thePurchased Receivables, and the related Account Debtor has accepted all suchproperty and services.  The payments duewith respect to each Purchased Receivable are not contingent upon Seller’sfulfillment of any further obligation.

(b)           EachReceivable listed on a Request, as of the date of sale hereunder, is (i) anEligible Receivable, and (ii) without the prior consent of Buyer, (x) the saleterms thereof does not exceed 90 days, and (iii) the Net Invoice Amount thereofis not less than $25,000.

(c)           Selleris the legal and beneficial owner of each Eligible Receivable free and clear ofany lien, encumbrance or security interest; upon each purchase of a PurchasedReceivable, Buyer shall acquire valid ownership of each Purchased Receivableand the collections with respect thereto prior to all other Persons.

(d)           Selleris a limited liability company duly formed, validly existing and in goodstanding under the laws of the State of Delaware, and is duly qualified to dobusiness, and is in good standing, in every jurisdiction where the nature ofits business requires it to be so qualified.

(e)           Theexecution, delivery and performance by Seller of the Agreement and the otherdocuments to be delivered by Seller hereunder, (i) are within Seller’slimited liability company powers, (ii) have been duly authorized by allnecessary limited liability company action, and (iii) do not contravene(1) Seller’s certificate of formation or limited liability companyagreement, (2) any law, rule or regulation applicable to Seller,(3) any contractual restriction binding on or affecting Seller or itsproperty, or (4) any order, writ, judgment, award, injunction or decreebinding on or affecting Seller or its property. The Agreement has been duly executed and delivered by Seller.  Seller has furnished (or will furnish priorto the initial Purchase Date) to Buyer a true, correct and complete copy of itscertificate of formation and limited liability company agreement, including allamendments thereto.

1

----

(f)            Noauthorization or approval or other action by, and no notice to or filing with,any governmental entity is required for the due execution, delivery andperformance by Seller of the Agreement or any other document to be deliveredthereunder except for the filings or notices as may be necessary to perfect thesecurity interest granted to Buyer pursuant to the Agreement.

(g)           TheAgreement constitutes the legal, valid and binding obligation of Seller,enforceable against Seller in accordance with its terms, except as limited bybankruptcy, insolvency, moratorium, fraudulent conveyance or other lawsrelating to the enforcement of creditors’ rights generally and generalprinciples of equity (regardless of whether enforcement is sought at equity orlaw).

(h)           Asof the initial Purchase Date, all conditions precedent set forth in Sections 1and 2 of Exhibit B to the Agreement have been fulfilled or waived inwriting by Buyer, and as of each Purchase Date (including the initial PurchaseDate), the conditions precedent set forth in Section 1(b)(y) of the Agreementhave been fulfilled or waived in writing by Buyer.

(i)            Thereis no pending or, to its knowledge, threatened action, proceeding,investigation or injunction, writ or restraining order affecting Seller, Parentor any of their affiliates before any court, governmental entity or arbitratorwhich could reasonably be expected to result in a Material Adverse Change, andSeller is not currently the subject of, and has no present intention ofcommencing, an insolvency proceeding or petition in bankruptcy.

(j)            Selleris in compliance in all material respects with the agreements and sale termsrelating to the Purchased Receivables, and the Purchased Receivables, and theagreements and sale terms related thereto are not subject to any defense orDispute or any offset, counterclaim or other defense, whether arising out ofthe transactions contemplated by the Agreement or independently thereof.  No effective financing statement or otherinstrument similar in effect covering any Receivable is on file in anyrecording office, except those filed in favor of Buyer relating to the Agreement,and no competing notice or notice inconsistent with the transactionscontemplated in the Agreement remains in effect with respect to any AccountDebtor.

(k)           ThePurchased Receivables are denominated and payable only in United States dollarsin the United States.

(l)            Sellerhas not changed its principal place of business or chief executive office inthe last five years.

(m)          Thereexists no event of Material Adverse Change.

(n)           Seller’sassets are free and clear of any liens in favor of any taxing authority, anyEmployee Benefit Plan or the PBGC other than inchoate tax liens.

2

----

Exhibit DCovenants

Untilthe later of the termination of the Agreement and the date that the OutstandingPurchase Amount equals zero:

(a)           CompanyExistence.  Seller will comply in allmaterial respects with all material applicable laws, rules, regulations andorders and preserve and maintain its company existence, rights, franchises,qualifications, and privileges.  Sellerwill keep its state of formation as the State of  Delaware and principal place of business andchief executive office and the office where it keeps its records concerning theReceivables at the address set forth in Section 6 of the Agreement or, upon 30days’ prior written notice to Buyer, at any other locations in jurisdictionswhere all actions reasonably requested by Seller or otherwise necessary toprotect, perfect and maintain Buyer’s security interest in the Receivables havebeen taken and completed.

(b)           Booksand Records.  Seller shall keep itsbooks and accounts in accordance with GAAP and shall make a notation on itsbooks and records, including any computer files, to indicate which Receivableshave been sold to Buyer.  Seller shallmaintain and implement administrative and operating procedures (including,without limitation, an ability to recreate records evidencing Receivables andrelated contracts in the event of the destruction of the originals thereof),and keep and maintain all documents, books, records and other informationreasonably necessary or advisable for collecting all Receivables (including,without limitation, records adequate to permit the daily identification of eachReceivable and all collections of and adjustments to each existing PurchasedReceivable).

(c)           TrueSale.  Seller shall treat each saleof Purchased Receivables hereunder as a sale for federal and state income tax,reporting and accounting purposes.

(d)           Sales,Liens and Debt.  Seller will notsell, assign (by operation of law or otherwise) or otherwise dispose of, orcreate or suffer to exist any lien, encumbrance or security interest upon orwith respect to, the Receivables or upon or with respect to any account towhich any collections of any Receivable are sent, or assign any right toreceive income in respect thereof except the security interests in favor ofBuyer.

(e)           Extensionor Amendment of Receivables.  Sellershall not amend or extend the payment terms under any Purchased Receivables,unless approved in advance by Buyer, and shall not otherwise waive or permit oragree to any deviation from the terms or conditions of any Purchased Receivableexcept in accordance with prior and prudent business practices.

(f)            Auditsand Visits.  Seller will, at any timeand from time to time during regular business hours as requested by Buyer,permit Buyer, or its agents or representatives, upon reasonable notice, (i) ona confidential basis, to examine and make copies of and abstracts from allbooks, records and documents (including, without limitation, computer tapes anddisks) in its possession or under its control relating to Receivablesincluding, without limitation, the related contracts, and (ii) to visitits offices and properties for the purpose of examining and auditing suchmaterials described in clause (i) above, and to discuss matters relatingto Receivables or its

1

----

performance hereunder or under the related contracts with any of itsofficers or employees having knowledge of such matters.

(g)           ReportingRequirements.  Seller will provide toBuyer (in multiple copies, if requested by Buyer) the following:

i.              assoon as available and in any event within 45 days after the end of each of thefirst three quarters of each fiscal year of Seller and Parent, consolidatedbalance sheets of Parent and its subsidiaries as of the end of such quarter andconsolidated statements of income, cash flows and retained earnings of Parentand its subsidiaries for the period commencing at the beginning of the currentfiscal year and ending with the end of such quarter, certified by the chieffinancial officer of Parent;

ii.             assoon as available and in any event within 90 days after the end of each fiscalyear of Seller and Parent, a copy of the audited consolidated financialstatements (together with explanatory notes thereon) and the auditor’s reportletter for such year for Parent and its subsidiaries, containing financialstatements for such year audited by independent public accountants ofrecognized standing;

iii.            promptlyafter the sending or filing thereof, if any, copies of all reports andregistration statements that Parent or Seller thereof files with the SEC or anynational securities exchange and official statements that Parent or Sellerthereof files with respect to the issuance of tax-exempt indebtedness;

iv.            atleast ten Business Days prior to any change in the Borrower’s name, a noticesetting forth the new name and the proposed effective date thereof;

v.             onthe first Business Day of each week (or on such other day of the week as may bemutually agreed upon by Buyer and Seller from time to time), invoices,Reconciliation Reports and aging and past due reports relating to the PurchasedReceivables, together with such other data, reports and information relating tothe Receivables requested by Buyer from time to time;

vi.            immediately(and in no event later than one Business Day following actual knowledge orreceipt thereof), written notice in reasonable detail, of any lien,encumbrance or security interest asserted or claim made against a Receivable;and

vii.           assoon as possible and in any event within five days after becoming aware of theoccurrence thereof, written notice of any Material Adverse Change.

(h)           FurtherInstruments.  Seller shall, at itsexpense, promptly execute and deliver all further instruments and documents,and take all further action that Buyer may reasonably request, from time totime, in order to perfect, protect or more fully evidence the full and completeownership and security interest in the Receivables, or to enable Buyer toexercise or enforce the rights of Buyer hereunder or under the Receivables.

2

----

(i)            Taxes.   Seller shall pay any and all taxes (includingany sales, occupational, excise, personal property, privilege or license taxes,or any withholdings, but not including taxes imposed upon Buyer with respect toits overall net income) relating to the transactions contemplated under theAgreement, including but not limited to the sale, transfer and assignment ofeach Purchased Receivable; except for those taxes that Seller is contesting ingood faith and for which adequate reserves have been taken.

(j)            PerformTerms.  Seller shall duly perform andcomply with all terms under each contract relating to the Purchased Receivablesand immediately inform Buyer of any breach or default by Seller or any AccountDebtor of any of the terms thereof including, without limitation, the basis ofany non-payment with respect to a Purchased Receivable.

(k)           NotAdversely Affect Buyer’s Rights. Seller shall refrain from any act or omission which might in any waywhich might be reasonably expected to prejudice or limit Buyer’s rights underany of the Purchased Receivables or this Agreement.

(l)            Disclosures.  Seller will promptly disclose to the publicsuch information as required pursuant to GAAP and in accordance with rules andregulations promulgated by the SEC under the Securities Exchange Act of 1934,as amended, including, without limitation, (i) the net effect of thisReceivables sale transaction on its financial condition, (ii) the nature,amount and term of the material financial obligations incurred hereunder, and(iii) a description of events that may cause such an obligation to arise,increase or become accelerated.

3

----

Exhibit EForm of Notice to Account Debtor

[Letterhead ofSeller][Date][Name and Addressof Account Debtor]

*Re*: Change of Account and Address

To Whom it MayConcern:

Please be advisedthat we are selling to Citibank, N.A. all of our existing and future receivablespayable by you to us.  Accordingly, youare hereby directed to make all wire transfers and send all checks and otherforms of payment directly to the following account:
|   |   |                  |   |   |
|--------|--------|-----------------------|--------|--------|
|        |   |                       |   |   |
|   |   |                  |   |   |
|   |   |                  |   |   |
|   |   | Account #             |   |   |
|   |   | ABA #                 |   |   |
|   |   | Confirm Phone Number: |   |   |
|   |   | Attention:            |   |   |
|        |        |                       |        |        |  |  |  |

 

The foregoingdirections shall apply to all existing receivables payable to us and (untilfurther written notice) to all receivables arising in the future and may not berevoked except by a writing executed by Citibank, N.A.

Please acknowledgeyour receipt of this notice by signing the enclosed copy of this letter andreturning it in the enclosed envelope.
| Thank you for your  cooperation in this matter. |
|-------------------------------------------------|
|                                            |
| UTSTARCOM  PERSONAL COMMUNICATIONS LLC          |
|                                            |   |   |   |   |
|                                            | By: |   |   |   |
|                                            | [Authorized  Officer] |   |   |   |
|                                            |   |   |   |   |
|                                            | Receipt  Acknowledged: |   |   |   |
|                                            | [Name of Account  Debtor] |   |   |   |
|                                            |   |   |   |   |
|                                            | By: |   |   |   |
|                                            |   | Title: |   |   |
|                                                 |  |  |  |  |  |  |

 

1

----